Companies House is the United Kingdom's registrar of companies and is an executive agency and trading fund of Her Majesty's Government. It falls under the remit of the Department for Business, Innovation and Skills and is also a member of the Public Data Group. All forms of companies are incorporated and registered with Companies House and file specific details as required by the current Companies Act 2006. All registered limited companies, including subsidiary, small and inactive companies, must file annual financial statements in addition to annual company returns, which are all public records. Only some registered unlimited companies are exempt from this requirement.The United Kingdom has had a system of company registration since 1844. The legislation governing company registration matters is the Companies Act 2006. Wikipedia.
News Article | January 2, 2017
Harrods has been accused of shortchanging its restaurant staff in the latest row over how service charges added to diners’ bills are shared among workers. The union representing Harrods waiters and kitchen staff believes the Qatari owner of the upmarket London department store retains up to 75% of the service charge, a situation it says reduces their pay by up to £5,000 a year. The United Voices of the World union (UVW) says an unspecified percentage of the service charge collected at Harrods’ 16 cafes and restaurants is shared among the 483 kitchen and waiting staff. It is organising a demonstration outside the Knightsbridge department store on Saturday as part of a call for greater transparency. A Harrods spokeswoman confirmed that, like many businesses in the hospitality sector, the company operated a “tronc” system, whereby the service charge is shared out. “Harrods is taking steps to improve the current system through which it distributes its service charge, to ensure it best serves our employees and is completing a detailed review into the existing scheme,” she said. “As this is an ongoing review, we are unable to provide further details on the distribution. However, employees will be informed of the details of the new system as soon as the review is complete.” Petros Elia, the UVW general secretary, said: “Customers expect the service charge to go to staff and that’s where it should go. If Harrods feels the need to retain a percentage they should explain why.” What happens to the cash generated by the service charge applied to bar and restaurant bills has become a moot point. The TV chef Michel Roux Jr admitted in December that his Michelin-starred restaurant Le Gavroche classed service charge income as revenue rather than tips to be shared among staff. He has since said the restaurant would scrap the charge from the end of January. The chef also apologised following a Guardian report in November which revealed that Roux was paying some of his staff less than the minimum wage at his Mayfair restaurant, where the menu includes starters costing as much as £62.80 for lobster mousse with caviar and champagne sauce. Fortnum & Mason, another high-end London department store, is also trying to persuade staff at its Heathrow bar to move over to a tronc system.Fortnum & Mason does not currently distribute any of the 12.5% service charge collected on drinkers’ bills at Heathrow. Accounts filed at Companies House show that Harrods’ owner, Qatar Holding – the investment arm of the country’s sovereign wealth fund that acquired the store from Mohamed Al Fayed in 2010 for an estimated £1.5bn – paid itself a £100.1m dividend in 2016. That followed a record year in which pre-tax profits increased 19% to £168m. Sales rose 4% to £1.4bn in the year to 30 January 2016. The highest-paid director, presumed to be its managing director, Michael Ward, earned £1.6m. The retailer attracts high-spending overseas tourists and Ward told the Guardian that it had been insulated from the economic gloom emerging in the UK since the Brexit vote. “Christmas has been particularly strong this year,” he said, pointing to solid demand for bags, shoes and diamonds, with Yves Saint Laurent and Gucci among the most popular brands. “The top end of the market is always less affected than anyone else … from our perspective we’ve got great local customers plus we’ve seen more international customers come to London.” Qatar’s sovereign wealth fund, the Qatar Investment Authority, was founded in 2005 to help the Gulf state strengthen its economy by investing its oil and gas riches in other assets.
News Article | April 10, 2017
Fashion chain Jaeger has collapsed into administration, putting 680 jobs at risk. The brand, which dressed Audrey Hepburn and Marilyn Monroe in its heyday, had been trying to find a buyer to keep its 46 stores going, but its owner threw in the towel on Monday and appointed administrators. The private equity owner of Jaeger, which dates back to 1884, has appointed administrators at Alix Partners after proving unable to find a buyer for a suggested price of £30m. The company has failed to turn a profit since private equity veteran Jon Moulton’s Better Capital bought the firm for £19.5m in 2012. Jaeger employs about 680 staff across 46 stores, 63 concessions, its head office in London and a logistics centre in King’s Lynn. Peter Saville, Ryan Grant and Catherine Williamson, joint administrators at Alix Partners, said they had been called in “at the request of Jaeger’s directors as a result of the company being unable to attract suitable offers”. “Regrettably, despite an extensive sales process, it has not been possible to identify a purchaser for the business,” Saville said. “Our focus now is in identifying an appropriate route forward and to work with all stakeholders to do this.” Last week Better Capital sold Jaeger’s debt to a company understood to be controlled by the retail billionaire Philip Day, who heads Edinburgh Woollen Mill. Insiders now expect most of Jaeger’s stores to close down, although the brand is likely to survive as part of the EWM stable, which includes Jane Norman, Peacocks and Austin Reed. Jaeger was founded as Dr Jaeger’s Sanitary Woollen System Co Ltd in 1884 by Lewis Tomalin, an accountant who was inspired by a health craze promulgated by Gustav Jaeger, a German professor of zoology. Jaeger believed people would be healthier if they dressed in clothing made from animal hair, wool and fleece. Earlier this year, Better Capital hired Alix Partners to flush out interest from potential partners or to find a buyer. Last year, Jaeger’s sales fell from £84.2m to £78.4m and it made a £5.4m pre-tax loss, according to accounts filed at Companies House. Jaeger is the latest in a long list of retailers to suffer from difficult trading conditions on the high street and the increased cost of imported materials due to the collapse of the pound. Jones Bootmaker was rescued by Endless in a pre-pack administration deal last week and 99p Stores was placed into administration in March. The 99p Stores chain collapsed less than two years after rival Poundland bought it for £55m. Andy Brian, head of retail at Gordons law firm, said: “This is another blow for the high street and, crucially, another indication of the huge consumer shift towards online shopping. Like BHS last year, Jaeger has failed to capitalise on the growth of online retailing. As a result, it has been left behind – and left struggling – where other fashion retailers have grabbed the opportunity. “Jaeger has relied on its concession model but it’s clear that having a bricks and mortar presence on the high street – even in this cost-effective way – is no longer enough. Online shopping is growing faster than ever and retailers must keep up, otherwise they will no longer be able to compete. Jaeger are not the only chain to have struggled with this shift – and we can expect more famous retail brands to go into administration this year for the same reasons.”
News Article | April 14, 2017
The Labour party has said it would force big companies to publish full tax returns to expose any “sweetheart” deals that firms arrange with the taxman to potentially reduce their tax bills. Shadow chancellor John McDonnell said if Labour wins the next general election it would “close the loopholes through which large corporations swindle the public”. He said the “tax gap” between what companies should be paying and what is actually received by the exchequer amounts to some £36bn. Successive governments, including Theresa May’s administration, have pledged to crack down on multinational companies gaming the international tax system to pay less tax. But accusations persist that some multinationals have been allowed to arrange so-called “sweetheart” deals with firms, including Google, Vodafone and Starbucks, to pay nominal sums to settle investigations into allegations of years of tax avoidance. “Tax avoidance is a scourge on society that company secrecy laws help facilitate, and the Tories have done nothing to tackle it,” McDonnell said. “Labour will pour the disinfectant of sunlight on large company accounts, helping close down the loopholes and the scams that the tax dodgers rely on. “The Tories are running a rigged economy for the super-rich and giant corporate tax dodgers. Only Labour will stand up for workers and small businesses to make our tax system fair and our public services like education and the NHS protected.” Under Labour’s plans all companies with more than £36m in turnover or more than 250 employees would be required to file a complete tax return at Companies House along with annual accounts. Labour argued it was unfair that large companies are able to hire armies of accountants and lawyers and “wine-and-dine senior civil servants” in search of sweetheart deals, while smaller firms pay their taxes when they fall due. The publication of large company tax returns and related correspondence would expose any such deals, the opposition said. When parliament returns after the Easter recess on Tuesday, Labour will also push to strengthen measures to tackle tax avoidance in the finance bill. Peter Dowd, Labour’s shadow chief secretary, said: “The measures in the finance bill claiming to close tax loopholes do not go far enough and have gaping omissions, another Tory conjuring trick to hide their inaction in making sure that everyone, including the rich, pays their fair share of society’s upkeep. “There is nothing in the government’s proposals to address the chronic lack of enforcement in the context of the wider regulatory problems. As usual, the Tories are playing rhetorically to the gallery.” “This government has a simple message for those who avoid tax: you must pay what you owe and we will make sure you do. “After thirteen years of Labour doing nothing we have led the way on tackling tax evasion, avoidance and non-compliance, securing an additional £140bn in additional tax revenues since 2010. “All Labour would do now is wreck the economy with higher taxes, half a trillion in additional borrowing and a leader who says we should not be afraid of debt.”
News Article | May 5, 2017
The UK operations of Iceland Seafood International (ISI) grew more profitable in 2016, as an increase in foodservice sales offset a dip in sales to retail. Iceland Seafood Barraclough (ISB) – which focuses on sales to retail – and foodservice supplier Havelok under its group umbrella, together saw revenue flat at £36.9 million. "It’s exceptionally pleasing to report the strong progress our combined UK businesses made during 2016, taking the headwinds of Brexit and continued raw material inflation in their stride," ISI UK chairman Lee Camfield told Undercurrent News. ISB itself saw sales fall 13% to £22.1m, “reflecting a combination of exiting a number of unprofitable lines and the challenging retail environment”, said the company's directors in its annual accounts, filed to Companies House. In 2015 ISB saw sales drop too, after a sustained period of growth. At that time the company said this in part reflected the challenging retail environment: "global seafood prices remained volatile during the period with increases seen across a number of species". In 2016 "the business remained focused on its core business, reducing exposure to low margin lines and developing further added value lines", ISB managing director Allen Townsend told Undercurrent. However, Havelok – which continues to grow since its formation in 2013 – saw 2016 sales rise by 26%, to £14.8m. This was its highest turnover since it started up, and came thanks to both increased sales to existing customers, and winning new customers, it said. By the end of 2016 it served more than 130 customers, up from just over 100 at the end of 2015. “The higher turnover levels have enabled the management team to achieve a more balanced product mix, aiding operational efficiencies and ultimately margins,” wrote the Havelok team. On its own, Havelok saw a gross profit for the year ended Dec. 31 2016 of £2.2m, up from £1.4m. Operating profit moved to £530,817, up from a 2015 loss of £124,272. Bottom line results improved strongly, from a loss of £334,082 to a profit of £359,222. “We are encouraged with the financial performance of the business which is developing in line with our plans and ambitions, despite the difficulties of the volatile market since Brexit," said Havelok managing director Danny Burton. “A lot of credit goes to all of our team who have built one of the top performing companies in the sector from a standing start four years ago.” Both firms made efficiency improvements, which have helped to bring operating profit margins up from 2.4% to 3.9%. For the combined group, gross profit rose from £4.6m to £5.2m, and operating profit rose from £904,246 to £1.4m. Bottom line profit was £894,098, up from £362,349. During 2016 both Havelok and ISB undertook capital investment programs, the firms noted. At ISB this included investment in both fish processing and the installation of a high care shellfish packing facility, which "have helped manage challenging post-Brexit trading conditions", said Townsend. "2017 will see the business focused on continuing to manage operations and cost whilst we expand our customer base.” Havelok, meanwhile, installed a second frying line, in order to meet increasing demand for its products. “These investments have improved production capacity and capabilities at both sites,” they wrote. "Both are online now and are being used for a combination of reducing operating costs, improving efficiencies, meeting increasing customer orders and servicing new customers," said Camfield. Continued sales growth has also allowed Havelok to invest further in its management team, with several promotions within the firm of employees who have "grown with the business" into more senior roles. The company believes its investments provide a strong platform for further growth, it concluded.
News Article | October 20, 2014
Christian Candy is a tax exile, and proud of it. “What!” he once exclaimed during a game of Monopoly with a Financial Times reporter, when he had the misfortune of landing on the super-tax square. “I don’t pay tax. I’m a tax exile.” The high-profile property developer – who with his brother, Nick, developed the superluxe One Hyde Park apartment complex for London’s oligarchs and is now converting a row of seven houses overlooking Regent’s Park into a single 4,600 sq metre London mansion – even named his twins Isabella Monaco Evanthia and Cayman Charles Wolf. But don’t try to join the dots. The children, born last year to Christian and his socialite turned criminal psychologist wife, Lady Emily Crompton-Candy, are definitely not named after notorious tax havens. A family spokesman said Cayman is named after one of his dad’s favourite cars. “Christian and Emily liked the name Cayman in relation to the Porsche,” she said. It is not entirely clear why they chose Monaco for the little girl – there is no Porsche Monaco – but it is where the family live. A tour of the Candy car collection, however, would provide plenty of inspiration for naming any future additions to the family. When he and Nick lived together in what was once billionaire banker Edmond Safra’s 1,625 sq metre Monaco penthouse, Nick boasted that their garage housed a Rolls-Royce Phantom, Rolls-Royce convertible, Mercedes SLR McLaren, Ferrari F430 Spider, Ferrari 575M Maranello, two Range Rovers, a Cherokee Jeep and a Renault Clio. “It was a lark,” he said. “We liked cars.” Certainly, there will be plenty of space for cars at Christian’s new Regent’s Park property. The latest acquisition, of seven Grade I-listed John Nash townhouses on Cambridge Terrace and 1-2 Chester Gate, boasts underground parking for more than a dozen motors and a 12-metre roof garden – the “hanging gardens of Camden”. According to Land Registry filings, the building is owned by a British Virgin Islands company, with Christian Candy’s financial interest in the company listed from August. He is reported to have bought it from his fellow property magnate Marcus Cooper for close to £100m. The brothers declined to answer any questions asked by the Guardian before publication, including whether Christian intended to live in the property following a refurbishment. Nick, 41, and Christian, 40, are very rich, and they want you to know it. As well as properties in Monaco, Manhattan, Los Angeles, London and elsewhere, the brothers have owned the superyachts Candyscape I and II (which featured a €100,000 (£78,000) Perspex Schimmel piano that plays itself), a powerboat called Catch Me If You Candy, and private jets. There are also £10,000 Girard-Perregaux watches and handmade £1,000-a-pair Berluti shoes. They are Conservative party donors , and Nick shared a table with former party treasurer Lord Fink at the 2013 summer fundraising party. Opulence, rather than wealth, is the brand, and the Candymen are its biggest ambassadors. “It’s a brand. You want people to have the right opinion,” Nick has said. The more outlandish the building project, the more column inches the brothers have attracted. In the early days Nick boasted that clients – mostly Russian or Middle Eastern billionaires – had asked for “a jacuzzi on a private jet”, “swimming pools that turn into ballrooms” and a “helicopter with a boardroom in the back”. He explained to the Daily Mail that the brothers’ clients were “you know … rulers of countries, oligarchs, some of the richest entrepreneurs in the world”. But while many of the world’s richest people go to extreme lengths to keep the true scale of their wealth secret, the Candys fight to correct underestimates of their fortune. In 2008 they appeared in the Sunday Times Rich List with an estimated wealth of £120m. The brothers viewed this as embarrassingly low-ball and took the unusual step of opening up their offshore books (their main company CPC Group is registered in Guernsey), which resulted in their estimated fortune jumping to £330m in 2009. But it dropped back to £300m a year later. Unimpressed, their people put a call in to Philip Beresford, compiler of the Rich List for the past 26 years. “They grumbled about it being too low,” Beresford said. Twice Beresford arranged a meeting with the Candys’ finance man so they could prove their greater wealth, and twice they cancelled. Beresford has omitted them from the list ever since. “They don’t go in because I can’t see enough evidence of huge wealth. Sure, they have built One Hyde Park and one of them has bought the big house recently, but until I am sure they made the millions from One Hyde Park, I will not put them in. “I have enough trouble getting rich lists out and negotiating the minefields of vast egos without taking them on board too.” Beresford said they will remain barred from the list “until [the] huge wealth which is attributable to them appears in Companies House”. Last year Nick claimed that the brothers’ rise “from nothing” had attracted the attention of Hollywood scriptwriters asking to “write a story about you, because it’s quite a success story”. So far, no feature film appears to be under way, but the boys were not quite born into nothing. Nick was born in Wimbledon in January 1973, a year and a half before Christian, to an Anglo-Italian father, Anthony, who ran an advertising production company, and Patricia, a Greek-Cypriot drama teacher. They grew up mostly in the wealthy Surrey commuter town of Banstead and were educated privately in Epsom. Nick read human geography at Reading University, before joining the accountants KPMG. There followed a spell in advertising at J Walter Thompson and Dentsu Group, where he became the youngest director. Christian studied business at King’s College London before joining a commodity trading firm. Nick said, at the Mipim property conference last week, that the brothers got into property “from a very young age” – his parents “dragged me round houses because they aspired to live in a better house”. Their first foray into property came in 1995. With a £6,000 loan from their grandmother and a mortgage guarantee from their father they bought a one-bed flat in Fulham for £122,000. They refurbished it, selling it on18 months later for a £50,000 profit. On the next flat they doubled their money, giving them the confidence to found the interior design firm Candy & Candy in 1999, taking their cue from the success of advertising group Saatchi & Saatchi, founded by brothers Maurice and Charles. Then they started to get noticed. “One day they were a couple of likely lads, the next they were everywhere,” said Henry Pryor, a luxury property buying agent. “They understood the marketing and selling of property. They sold people a dream. “They very successfully and quite determinedly delivered what people wanted. They’ve created a brand within property, which no one had done until they came along. Consumers say: ‘I don’t want any luxury flat, I want a Candy flat.’” But he cautioned that some people question the pricing of some Candy properties, which hit a record £136m in 2011 for a One Hyde Park flat sold to Ukraine’s richest man, Rinat Akhmetov. “Price is what you pay, value is what you get,” Pryor said. Nick bridles at suggestions that as there are rarely that many lights on in One Hyde Park flats at night, it might mean not many of the foreign buyers actually live there. “You might leave your light on when you go for a meal in a restaurant,” he told the audience at Mipim in the Olympia conference centre. “I don’t leave my lights on because I’ve got the Mandarin Oriental staff downstairs looking after the building.” Friends and associates say the pair, although very close and known to finish each other’s sentences, have very different temperaments. Christian is described as “the brainier one, the numbers man”, while Nick is “the showman”. Someone who has worked closely with them in the past said: “They’re really interesting characters. Chris is a strange mixture of bombast and insecurity, while Nick is the face that people see of the Candys.” Nick, he said, “drops names like they’re going out fashion”. “It is always about who he has had in his house for the Monaco Grand Prix. You get this feeling that he wants to be liked. He likes to stay in the best hotels. He likes flashy boats. He can actually be quite good company, but he has a bit of a temper when things don’t go his way.” Once a serial dater, Nick settled down when he met former Neighbours actor Holly Valance in 2009. He proposed to her in the Maldives with ‘Will you marry me’ spelled out in flaming torches on the beach and they married in a lavish outdoor ceremony in Beverly Hills in 2012. According to Hello! magazine, the wedding – attended by Simon Cowell and a sprinkling of minor royals – cost £3m, with a reported £1.2m given to Katy Perry as the wedding singer. Valance describes him as “like a naughty schoolboy to my naughty schoolgirl”. She told the Daily Mail: “He is a genius with his work but in other areas I do sometimes have to protect him … He will say: ‘You protect me, don’t you?’ and I say: ‘Yeah, I would kill for you.’” Giles Barrie, managing director at FTI Consulting and former editor of Property Week, said the brothers’ moment of real genius came when they bought Bowater House, a shabby 1950s office block on the site of One Hyde Park for £150m in 2004 and convinced the Qatari royal family they should help them spend almost £1bn to develop it. “That’s what sent them into warp drive,” he said. “They created something in property for the uber-rich that no one had thought of. They realised London was becoming a magnet for global wealth and they created a location for that super-wealth. “ A lot of people knock them, but what they’ve achieved has been eye-watering and pretty breathtaking.” The brothers’ public relations are handled not by a financial media relations firm, but by showbiz PR Neil Reading, whose other clients include John Cleese, Stephen Fry and Dawn French. On Reading’s website, Nick Candy gushes: “NRPR [Neil Reading PR] has guided us in formulating an ambitious strategy to help boost our profile and meet our niche target audience. “We value their expertise in media relations and huge breadth of journalistic experience in placing stories on our behalf and their skill in crisis management. They have gone above and beyond our brief in developing our media relations.” The brothers also take an active role in managing their own media relations. They have rolled out the names of their claimed celebrity mates – Cowell, Kylie Minogue, Ryan Seacrest, Bernie Ecclestone, Prince Albert of Monaco and the Topshop magnate Sir Philip Green – to garner column inches. But journalists who have been covering the pair’s businesses for a long time warn that they sometimes also claim to be “friends with the editor”. Reporters also warn that the brothers have a team of lawyers on speed dial and will fire off threatening emails. The brothers were “unable” to answer any of the questions the Guardian asked in advance of the publication of this article. “Candy & Candy have asked me to put you on notice that they will instruct lawyers over anything written that is defamatory or incorrect,” Reading said. They are not unused to the courtroom. In one long-running battle against a rich banker, who sued them over the fit and layout of his £12m One Hyde Park apartment, it was revealed they hired a private detective to pose as a middleman for the Saudi royal family to dig for dirt on their own customer. The case was settled with the disgruntled buyer collecting a multimillion payout. Their most high-profile court battle was against their former partners and backers, the Qatari royal family. They took legal action after the Qataris scrapped the Candys’ plans for a £3bn development of Chelsea Barracks after pressure from the Prince of Wales. It was revealed in court that during a face-to-face exchange over tea at Clarence House in 2009, Prince Charles had “pissed in [the Qatari emir’s] ear about how awful the [Lord Rogers-designed] scheme was”. An email from Candy shortly after the meeting said the emir “went mental” and told the boss of the Qatari Diar real estate firm to withdraw the designs as soon as possible. The Candys claimed the Qatari’s change of heart over the design, due to “diplomatic and political reasons”, had cost them £81m. The judge ruled that Qatari Diar had breached the terms of the contract, but did not immediately award damages to Christian Candy’s CPC Group. The case was eventually settled out of court with both sides able to claim some sort of victory – CPC group “apologised unreservedly” to the Qatari royal family and Prince Charles, but walked away with an undisclosed sum. Education Both educated privately in Epsom. Nick studied human geography at Reading University and Christian read business at King’s College London. Career Nick failed accounting exams at KPMG, before moving into advertising at J Walter Thompson and Dentsu Group, where he became the youngest director. With Christian he co-founded interior design firm Candy & Candy in 1995, of which he is chief executive. Christian had worked in commodity trading and corporate finance. High point Selling a One Hyde Park flat for £136m to Ukraine’s richest man, Rinat Akhmetov, in 2011. Low point High court bust-up with the Qatari royal family over the proposed £3bn development of Chelsea Barracks.
News Article | September 29, 2016
Sales at HMV went backwards last year as it retreated from the challenging video games market, and Britons’ move away from physical CD, films and games collections continued. HMV turned over £325m in the year to 2 January compared with £366m in 2015, a figure that was bolstered by the inclusion of an extra week’s trading. Despite the decline, HMV chair, Paul McGowan, described the figures as “encouraging”, pointing to market-share gains made in physical music and film sales. “We are very pleased to be approaching our fourth anniversary since we acquired HMV and these encouraging results mirror the exciting year we have witnessed,” said McGowan. McGowan said overall sales had been “in line with budget”, with the decrease down to a 53-week trading period in 2015 as well as the decision to reduce shelf space devoted to video games. The toughness of the games market has been well documented by specialist Game Digital, which has issued a profit warning every Christmas – which in common with HMV is its most lucrative time of year – since returning to the stock exchange in 2014. HMV was bought out of administration by restructuring firm Hilco in 2013. The entertainment chain, established in 1921, had been felled by the financial squeeze created by high debt levels and falling sales. Hilco’s £50m buyout salvaged just over half the HMV chain which now trades from around 120 stores. McGowan, also chief executive of Hilco, said HMV increased its share of the physical music market from 26.7% in 2014 to 27.7% in 2015. Its share of the DVD market also increased from 20.1% to 21.2%. Vinyl sales at established stores surged more than 50% as Britons rekindle their relationship with their record players, HMV said. More recently Hilco was involved in the BHS store closure programme. According to Kantar Worldpanel, the market for physical music, video and games declined by 8.3% to £2.1bn in 2015. The most recent quarterly figures for the entertainment market show it continuing to contract at a similar rate, down 8.1% in the 12 weeks to 3 July. The accounts filed at Companies House show HMV Retail made a pre-tax loss of £8.8m after expenses that included £10.3m of payments to sister companies. Top line operating operating profits were £11.7m, down from £15.2m in the previous year. Among the biggest related party transactions is a £7m payment to Hilco company Goodmans Capital Investments, comprising a £6m loan repayment as well as £1.1m of interest. HMV relaunched online last June and McGowan said the site was enjoying strong growth, pulling in around 1m visitors per month. It has also started selling products such as speakers and turntables online, with the latter enabling it to cash in on the resurgence of vinyl. According to the most recent figures from Kantar Worldpanel, HMV increased its share of the physical entertainment market by 2.3 percentage points to 16.3% in the three months to 3 July compared with the same period a year ago. However, its share was down on the previous quarter’s high of 16.9% as Britons jumped online to buy Star Wars: The Force Awakens and shop the back catalogues of the late David Bowie and Prince.
News Article | February 28, 2017
As required by the UK Listing Authority's Disclosure and Transparency Rule 4.2, Crown Place VCT PLC today makes public its information relating to the Half-yearly Financial Report (which is unaudited) for the six months to 31 December 2016. This announcement was approved by the Board of Directors on 28 February 2017. The full Half-yearly Financial Report (which is unaudited) for the period to 31 December 2016, will shortly be sent to shareholders. Copies of the full Half-yearly Financial Report will be shown via the Albion Ventures LLP website by clicking www.albion-ventures.co.uk/funds/CRWN. The investment objective and policy of the Company* is to achieve long term capital and income growth principally through investment in smaller unquoted companies in the United Kingdom. In pursuing this policy, the Manager aims to build a portfolio which concentrates on two complementary investment areas. The first are more mature or asset-based investments that can provide a strong income stream combined with a degree of capital protection. These will be balanced by a lesser proportion of the portfolio being invested in higher risk companies with greater growth prospects. *The "Company" is Crown Place VCT PLC. The "Group" is the Company together with its subsidiaries CP1 VCT PLC and CP2 VCT PLC. Notes (i) Prior to 6 April 1999, venture capital trusts were able to add 20 per cent. to dividends and figures for the period up until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders. * Formerly Murray VCT 3 PLC The above financial summary is for the Company, Crown Place VCT PLC only. Details of the financial performance of CP1 VCT PLC (previously Murray VCT PLC) and CP2 VCT PLC (previously Murray VCT 2 PLC) which have been merged into the Company, can be found at the end of the announcement. In addition to the dividends paid above, the Board has declared a second dividend for the year ending 30 June 2017 of 1 penny per Crown Place VCT PLC share, to be paid on 31 March 2017 to shareholders on the register on 10 March 2017. Results In the six month period to 31 December 2016, the Company achieved an encouraging total return of 2.85 pence per share (31 December 2015: 0.54 pence per share) equivalent to a return of 9.8% on opening net assets (31 December 2015: 1.8%). Following payment of the first dividend for the year of 1 penny per share on 30 November 2016, the net asset value as at 31 December 2016 was 30.84 pence per share (30 June 2016: 28.94 pence per share). The total return for the period was £3,670,000, compared to £576,000 at 31 December 2015, of which the revenue profit was £333,000 and the capital profit was £3,337,000. Total expenses including investment management fees resulted in an ongoing charges ratio of 2.5% (31 December 2015: 2.6%). Portfolio review During the six month period, the Company deployed a total of £1,553,000 into qualifying investments (31 December 2015: £1,964,000). Of this amount, £728,000 related to three new investments and £825,000 in several existing portfolio companies to support their continuing growth. The new investments are Secured by Design (£220,000), an international automotive consultancy; Oviva (£108,000), a nutritional therapy company; and Convertr Media (£400,000), a company that specialises in digital lead generation software. Further investments in existing portfolio companies included a total of £420,000 to fund the continued construction of three care homes, Active Lives Care, Ryefield Court Care and Shinfield Lodge Care. Proveca (£240,000), Dysis (£87,000), Abcodia (£50,000) and Mirada (£28,000) were the remaining companies to receive further investment during the period. Investments realised during the period totalled £1,162,000 of which £820,000 related to the sale of the Company's investment in Exco, achieving a return, including interest, of 3 times cost. The remaining £342,000 was mainly made up of loan stock repayments and deferred consideration, and more details can be found in the realisations table below. The portfolio remains well diversified and benefits from a high proportion of asset-based investments (61% at the period end). Radnor House School (Holdings) continues to grow profitably, with particular progress at its recently acquired Sevenoaks school, and saw a further increase in valuation in the period. The three care home investments based in Hillingdon, Reading and Oxford are all now open and trading according to plan, resulting in strong upwards valuations. In the growth portfolio, Proveca, Hilson Moran and Egress have continued to grow strongly resulting in an increase in their valuations and are well positioned to deliver further value. Against this, the valuations in Dysis, Abcodia and Cisiv were reduced in the period as a result of their current trading levels. The investment portfolio sector chart at the end of the announcement illustrates the composition of the portfolio by industry sector. The majority of the investments in the hotels, pubs, health and fitness clubs, education and environmental segments, plus the larger healthcare investments, are backed by freehold or long leasehold assets with no external gearing. Dividends At the time of the announcement of the 2015/16 full year's results in September, we said that we would be recalibrating the Company's dividend policy, and reducing the target pay out from 2.50 pence per share to 2.00 pence per share. Consequently, the first dividend for the current financial year of 1 penny per share was paid on 30 November 2016. A second dividend of 1 penny per share will be paid on 31 March 2017 to shareholders on the register on 10 March 2017. The Board aims to maintain this level of annualised dividend distribution going forward, subject to the availability of cash resources and distributable reserves. Based on the net asset value as at 31 December 2016, this equates to a 6.5% yield (31 December 2015: 8.3%). Dividends are paid free of tax to shareholders. Qualifying shareholders who elect to participate in the Dividend Reinvestment Scheme will be able, in respect of further dividends, to receive their dividends in the form of new shares rather than cash, which will entitle them to income tax relief at the rate of 30% (new shares will need to be held for at least five years to retain the tax relief). Further details of the Dividend Reinvestment Scheme can be found on the Manager's website www.albion-ventures.co.uk/funds/CRWN. Risks and uncertainties Whilst recent higher than forecasted economic growth projections for the UK have confounded the bearish predictions made following the EU referendum, there is still considerable uncertainty as to the long-term impact of the UK's withdrawal from the EU. In addition, rising inflation brings the risk of increased interest rates, which may have a negative effect on consumer and business confidence. Overall investment risk, however, is mitigated through a variety of processes, including our policies of ensuring that the Company has a first charge over portfolio companies' assets wherever possible, and secondly by aiming to achieve balance in the portfolio through the inclusion of sectors that are less exposed to the business and consumer cycles. Other risks and uncertainties remain unchanged and are as detailed in note 12. Share buy-backs It remains the Board's primary objective to maintain sufficient resources for investment in existing and new portfolio companies and for the continued payment of dividends to shareholders. The Board's policy is to buy back shares in the market, subject to the overall constraint that such purchases are in the Company's interest, and it is the Board's intention for such buy-backs to be in the region of a 5% discount to net asset value, so far as market conditions and liquidity permit. During the period, the Company bought back and held in treasury 1,738,000 shares at a total cost of £455,000, in-line with the share buy-back policy. Transactions with the Manager Details of the transactions that took place with the Manager in the period can be found in note 4. Going concern In accordance with the Guidance on Risk Management, Internal Control and Related Financial and Business Reporting issued by the Financial Reporting Council in September 2014, the Board has assessed the Company's operation as a going concern. The Company has significant cash and liquid resources, its portfolio of investments is well diversified in terms of sector, and the major cash outflows of the Company (namely investments, buy-backs and dividends) are within the Company's control. Accordingly, after making diligent enquiries the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors have adopted the going concern basis in preparing the accounts. The Board's assessment of liquidity risk and details of the Company's policies for managing its capital and financial risks remain as detailed on pages 57 to 60 of the Annual Report and Financial Statements for the year ended 30 June 2016. Albion VCTs Prospectus Top Up Offers 2016/2017 Your Board, in conjunction with the boards of other VCTs managed by Albion Ventures LLP, launched a prospectus top up offer of new Ordinary shares on 29 November 2016. Your Board has elected to exercise the over-allotment facility referred to in the prospectus and accordingly, the maximum amount that may be raised by the Company is £6 million. The Board is pleased to announce that it reached its £6 million limit, which as of 22 February 2017 was fully subscribed and closed. The proceeds will be used to provide further resources at a time when a number of attractive investment opportunities are being seen. Details of the first allotment on 31 January 2017 are shown in note 10. Outlook Despite the uncertain broader global environment and the potential disruption resulting from the departure of the UK from the EU, your Company's investment portfolio gives grounds for optimism. It is well balanced, both across sectors and risk classes, and has the potential for further good growth in the healthcare, education and technology sectors. Deal flow, meanwhile, is strong, and the current top up offer will help to fund further investments in promising growth areas. The Directors, Richard Huntingford, James Agnew, Karen Brade and Penny Freer, are responsible for preparing the Half-yearly Financial Report. The Directors have chosen to prepare this Half-yearly Financial Report for the Group in accordance with International Financial Reporting Standards ("EU IFRS") as adopted by the European Union. In preparing the condensed set of Financial Statements for the period to 31 December 2016 we, the Directors, confirm that to the best of our knowledge: (a) the condensed set of Financial Statements has been prepared in accordance with International Accounting Standard (IAS) 34 "Interim Financial Reporting" issued by the International Accounting Standards Board; (b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); (c) the condensed set of Financial Statements give a true and fair view in accordance with EU IFRS of the assets, liabilities, financial position and of the profit and loss of the Group for the six months ended 31 December 2016 as required by DTR 4.2.4R, and comply with EU IFRS and Companies Act 2006; and (d) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related parties' transactions and changes therein). This Half-yearly Financial Report has not been audited or reviewed by the Auditor. By order of the Board of Directors The following is a summary of non-current asset investments with a value as at 31 December 2016: * AVL is Albion Ventures LLP ** As adjusted for additions and disposals between the two accounting periods The total comparative cost and valuations for 30 June 2016 do not agree to the Annual Report and Financial Statements for the year ended 30 June 2016 as the above list does not include brought forward investments that were fully disposed of in the period. Comparative figures have been extracted from the unaudited Half-yearly Financial Report for the six months ended 31 December 2015 and the audited statutory accounts for the year ended 30 June 2016. The accompanying notes form an integral part of this Half-yearly Financial Report. The total column of this statement represents the Group's Statement of comprehensive income, prepared in accordance with International Financial Reporting Standards ('IFRS'). The supplementary revenue and capital reserve columns are prepared under guidance published by The Association of Investment Companies. All revenue and capital items in the above statement derive from continuing operations and are wholly attributable to the parent company. Condensed consolidated balance sheet Comparative figures have been extracted from the audited statutory accounts for the year ended 30 June 2016. The accompanying notes form an integral part of this Half-yearly Financial Report. These Financial Statements were agreed by the Board of Directors, and authorised for issue on 28 February 2017 and were signed on its behalf by Comparative figures have been extracted from the audited statutory accounts for the year ended 30 June 2016. The accompanying notes form an integral part of this Half-yearly Financial Report. These Financial Statements were approved by the Board of Directors, and authorised for issue on 28 February 2017 and were signed on its behalf by Condensed consolidated statement of changes in equity Condensed Company statement of changes in equity * These reserves amount to £5,120,000 (31 December 2015: £8,074,000; 30 June 2016: £5,861,000) which is considered distributable. Notes to the unaudited condensed Financial Statements 1. Accounting policies The following policies refer to the Group and the Company except where noted. References to International Financial Reporting Standards ('IFRS') relate to the Group Financial Statements and FRS 101 "Reduced Disclosure Framework" for the Company. Basis of accounting The Half-yearly Financial Report has been prepared in accordance with International Financial Reporting Standards ('EU IFRS') as adopted by the European Union (and therefore comply with Article 4 of the EU IAS regulation). This Half-yearly Financial Report has been prepared in accordance with IAS 34 'Interim Financial Reporting' in the case of the Group, and in accordance with FRS 104 'Interim Financial Reporting' ("FRS 104") in the case of the Company. Both the Group and the Company Financial Statements also apply the Statement of Recommended Practice: "Financial Statements of Investment Companies and Venture Capital Trusts" ('SORP') issued by the Association of Investment Companies ("AIC") in 2014, in so far as this does not conflict with IFRS. The Financial Statements have been prepared in accordance with those parts of the Companies Act 2006 applicable to the companies reporting under IFRS and UK GAAP. The information in this document does not include all of the disclosures required by EU IFRS and the SORP in full annual Financial Statements, and it should be read in conjunction with the consolidated Financial Statements of the Group for the year ended 30 June 2016. This Half-yearly financial information has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated Financial Statements for the year ended 30 June 2016. These Financial Statements are presented in Sterling to the nearest thousand.The accounting policies applied to the Half-yearly Financial Report have been consistently applied in current and prior periods and are those applied in the Annual Report and Financial Statements for the year ended 30 June 2016. Basis of consolidation The Group consolidated Financial Statements incorporate the Financial Statements of the Company for the period ended 31 December 2016 and the entities controlled by the Company (its subsidiaries), for the same period. Where necessary, adjustments are made to the Financial Statements of subsidiaries to bring the accounting policies into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation. As permitted by Section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account. The amount of the Company's profit before tax for the period dealt within the accounts of the Group is £3,881,000 (31 December 2015: £818,000; 30 June 2016: £505,000). Segmental reporting The Directors are of the opinion that the Group and the Company are engaged in a single operating segment of business, being investment in equity and debt. The Group and the Company report to the Board which acts as the chief decision maker. The Group invests in smaller companies principally based in the UK. Business combinations The acquisition of subsidiaries is accounted for using the purchase method in the Group Financial Statements. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the subsidiaries, plus any costs directly attributable to the business combination. The subsidiary's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 "Business Combinations" are recognised at their fair value at the acquisition date. Estimates The preparation of the Group and Company's Half-yearly Financial Report requires estimates, assumptions and judgements to be made, which affect the reported results and balances. Actual outcomes may differ from these estimates, with a consequential impact on the results of future periods. Those estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are those used to determine the fair value of investments at fair value through profit or loss ('FVTPL'). The valuation of investments held at FVTPL or measured in assessing any impairment of loan stocks is determined by using valuation techniques. The Group and the Company use judgements to select a variety of methods and makes assumptions that are mainly based on market conditions at each balance sheet date. Investment in subsidiaries Investments in subsidiaries are revalued at the balance sheet date based on the underlying net assets of the subsidiary. Revaluation movements are recognised in the unrealised reserve. CP2 VCT PLC is a wholly-owned subsidiary of the Company. CP2 VCT PLC transferred its business to Crown Place VCT PLC and ceased trading with effect from the date of merger on 12 January 2006. Since then, CP2 VCT PLC has had no further business other than to hold cash and intercompany balances. CP2 VCT PLC had significant tax losses which have been utilised by the Company through group relief. As the tax losses were depleted, the Directors decided to place CP2 VCT PLC into Members' Voluntary Liquidation. BDO LLP, were appointed to undertake this task on 14 December 2015. The final meeting of CP2 VCT PLC was held on 8 December 2016 and will be struck from the Companies House register three months after this meeting. The above decision does not affect CP1 VCT PLC, which continues to be a wholly supported subsidiary company. Non-current asset investments Quoted and unquoted equity investments, debt issued at a discount and convertible bonds In accordance with IAS 39 'Financial Instruments: Recognition and Measurement', quoted and unquoted equity, debt issued at a discount and convertible bonds are designated as FVTPL. Investments listed on recognised exchanges are valued at the closing bid prices at the end of the accounting period. Unquoted investments' fair value is determined by the Directors in accordance with the International Private Equity and Venture Capital Valuation Guidelines (IPEVCV guidelines). Fair value movements and gains and losses arising on the disposal of investments are reflected in the capital column of the Statement of comprehensive income in accordance with the AIC SORP. Realised gains or losses on the sale of investments will be reflected in the realised capital reserve, and unrealised gains or losses arising from the revaluation of investments will be reflected in the unrealised capital reserve. Investments are recognised as financial assets on legal completion of the investment contract and are de-recognised on legal completion of the sale of an investment. Warrants and unquoted equity derived instruments Warrants and unquoted equity derived instruments are only valued if there is deemed to be additional value to the Company in exercising or converting as at the balance sheet date. Otherwise these instruments are held at nil value. The valuation techniques used are those used for the underlying equity investment as a whole on a unit of account basis. Unquoted loan stock Unquoted loan stock (excluding debt issued at a discount and convertible bonds) is classified as loans and receivables as permitted by IAS 39 and measured at amortised cost using the effective interest rate method less impairment. Movements in the amortised cost relating to interest income are reflected in the revenue column of the Statement of comprehensive income, and hence are reflected in the other distributable reserve, and movements in respect of capital provisions are reflected in the capital column of the Statement of comprehensive income and are reflected in the realised capital reserve following sale, or in the unrealised capital reserve for impairments arising from revaluations of the fair value of the security. For all unquoted loan stock, fully performing, past due or impaired, the Board considers that the fair value is equal to or greater than the security value of these assets. For unquoted loan stock, the amount of the impairment is the difference between the asset's cost and the present value of estimated future cash flows, discounted at the original effective interest rate. The future cash flows are estimated based on the fair value of the security held less estimated selling costs. Loan stock accrued interest is recognised in the Balance sheet as part of the carrying value of the loans and receivables at the end of each reporting period. In accordance with the exemptions under IAS 28 "Investments in associates", undertakings in which the Group or Company holds more than 20 per cent. of the equity as part of an investment portfolio are not accounted for using the equity method. Investment income Quoted and unquoted equity income Dividends receivable on quoted equity shares are recognised on the ex-dividend date. Income receivable on unquoted equity is recognised when the Company's right to receive payment and expected settlement is established. Unquoted loan stock income Fixed returns on non-equity shares and debt securities are recognised on a time apportionment basis using an effective interest rate over the life of the financial instrument. Income which is not capable of being received within a reasonable period of time is reflected in the capital value of the investment. Bank interest income Interest income is recognised on an accruals basis using the rate of interest agreed with the bank. Investment management fees, performance incentive fees and other expenses All expenses have been accounted for on an accruals basis. Expenses are charged through the revenue column of the Statement of comprehensive income, except for management fees and performance incentive fees which are allocated in part to the capital column of the Statement of comprehensive income, to the extent that these relate to the maintenance or enhancement in the value of the investments and in line with the Board's expectation that over the long term 75 per cent. of the Group's investment returns will be in the form of capital gains. Issue costs Issue costs associated with the allotment of share capital have been deducted from the share premium account. Taxation Taxation is applied on a current basis in accordance with IAS 12 "Income taxes". Taxation associated with capital expenses is applied in accordance with the SORP. Deferred taxation is provided in full on timing differences, and temporary differences (in accordance with IAS 12) that result in an obligation at the balance sheet date to pay more tax or a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Temporary differences arise from differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for taxation purposes. Timing differences (IAS 12) arise from the inclusion of items of income and expenditure in taxation computations in periods different from those in which they are included in the Financial Statements. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which unused tax losses and credits can be utilised. Deferred tax assets and liabilities are not discounted. Dividends In accordance with IAS 10 "Events after the balance sheet date", dividends are accounted for in the period in which the dividend is paid or approved at the Annual General Meeting. Reserves Share premium reserve This reserve accounts for the difference between the price paid for the Company's shares and the nominal value of the shares, less issue costs and transfers to the other distributable reserve. Capital redemption reserve This reserve accounts for amounts by which the issued share capital is diminished through the repurchase and cancellation of the Company's own shares. Unrealised capital reserve Increases and decreases in the valuation of investments held at the year end, against cost are included in this reserve. Realised capital reserve The following are disclosed in this reserve: Other distributable reserve This reserve accounts for movements from the revenue column of the Statement of comprehensive income, the payment of dividends, the buyback of shares and other non-capital realised movements. Further details of the management agreement under which the investment management fee is paid are given on pages 10 and 11 of the Strategic report in the Annual Report and Financial Statements for the year ended 30 June 2016. During the period, services of a total value of £364,000 (six months ended 31 December 2015: £316,000; year ended 30 June 2016: £647,000) were purchased by the Company from Albion Ventures LLP; comprising £339,000 management fee and £25,000 administration fee. At the financial period end, the amount due to Albion Ventures LLP disclosed as payables was £186,500 (administration fee accrual £12,500, management fee accrual £174,000) (31 December 2015: £157,500; 30 June 2016: £174,500). Albion Ventures LLP is, from time to time, eligible to receive transaction fees and Directors' fees from portfolio companies. During the period to 31 December 2016, fees of £72,100 attributable to the investments of the Company were received pursuant to these arrangements (31 December 2015: £69,700; 30 June 2016: £125,000). Albion Ventures LLP, the Manager, holds 56,152 Ordinary shares in the Company. In addition, the Board has declared a second dividend of 1 penny per share for the year ending 30 June 2017. This will be paid on 31 March 2017 to shareholders on the register on 10 March 2017. This is expected to amount to approximately £1,406,000. The return per share has been calculated excluding treasury shares of 13,653,410 (31 December 2015: 11,595,410; 30 June 2016: 11,915,410). There are no convertible instruments, derivatives or contingent share agreements in issue, and therefore no dilution affecting the return per share. The basic return per share is therefore the same as the diluted return per share. The Company purchased 1,738,000 Ordinary shares for treasury during the period at a cost of £455,000 (year ended 30 June 2016: 1,063,000 shares at a cost of £306,000). The total number of shares held in treasury as at 31 December 2016 was 13,653,410 (30 June 2016: 11,915,410). Under the terms of the Dividend Reinvestment Scheme Circular dated 26 February 2009, the following new Ordinary shares of nominal value 10 pence per share were allotted during the period: 9. Contingencies and guarantees There are no external contingencies for or guarantees by the Group or Company as at 31 December 2016 (30 June 2016: nil). As at 31 December 2016 the Company had no financial commitments in respect of investments (30 June 2016: £529,000). Under the terms of the Transfer Agreement dated 16 January 2006, the Company has indemnified its subsidiaries, CP1 VCT PLC and CP2 VCT PLC in respect of all costs, claims and liabilities in exchange for the transfer of assets. 10. Post balance sheet events Since 31 December 2016, the Company has completed the following material transactions: Albion VCTs Prospectus Top Up Offers 2016/2017 On 29 November 2016 the Company announced the publication of a prospectus in relation to an offer for subscription for new Ordinary shares. A Securities Note, which forms part of the prospectus, has been sent to shareholders. A copy of the prospectus may be obtained from www.albion-ventures.co.uk. The following new Ordinary shares of nominal value 10 pence per share were allotted under the Offers since the period end: The Board is pleased to announce that it has reached its £6 million limit under its Offer, which as of 22 February 2017 was fully subscribed and has now closed. 11. Related party transactions Other than transactions with 100 per cent. owned Group companies and those with the Manager as disclosed in note 4, there are no other related party transactions. 12. Risks and uncertainties The Board considers that the Company faces the following principal risks and uncertainties: 1. Economic risk Changes in economic conditions, including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and other factors could substantially and adversely affect the Company's prospects in a number of ways. To reduce this risk, in addition to investing equity in portfolio companies, the Company often invests in fixed interest secured loan stock and has a policy of not normally permitting any external bank borrowings within portfolio companies. Additionally, the Manager has been rebalancing the sector exposure of the portfolio with a view to reducing reliance on consumer led sectors. 2. Investment risk This is the risk of investment in poor quality assets which reduces the capital and income returns to shareholders, and negatively impacts on the Company's reputation. By nature, smaller unquoted businesses, such as those that qualify for venture capital trust purposes, are more fragile than larger, long established businesses. The success of investments in certain sectors is also subject to regulatory risk, such as those affecting companies involved in UK renewable energy. To reduce this risk, the Board places reliance upon the skills and expertise of the Manager in investing in this segment of the market. The Manager invests in a diversified portfolio of companies, across a number of sectors of the economy, thus spreading investment risk. In addition, the Manager operates a formal and structured investment process, which includes an Investment Committee, comprising investment professionals from the Manager and at least one external investment professional. The Manager also invites, and takes account of, comments from non-executive Directors of the Company on investments discussed at the Investment Committee meetings. Investments are actively and regularly monitored by the Manager (investment managers normally sit on portfolio company boards) and the Board receives detailed reports on each investment as part of the Manager's report at quarterly board meetings. It is the policy of the Company for portfolio companies to not normally have external borrowings. The Board and the Manager closely monitor regulatory changes in the sectors in which the Company is invested. 3. Valuation risk The Company's investment valuation methodology is reliant on the accuracy and completeness of information that is issued by portfolio companies. In particular, the Directors may not be aware of or take into account certain events or circumstances which occur after the information issued by such companies is reported. As described in note 1 of the Financial Statements, the unquoted equity investments, convertible loan stock and debt issued at a discount held by the Company are designated at fair value through profit or loss and valued in accordance with the International Private Equity and Venture Capital Valuation Guidelines. These guidelines set out recommendations, intended to represent current best practice on the valuation of venture capital investments. These investments are valued on the basis of forward looking estimates and judgements about the business itself, its market and the environment in which it operates, together with the state of the mergers and acquisitions market, stock market conditions and other factors. In making these judgements the valuation takes into account all known material facts up to the date of approval of the Financial Statements by the Board. The sensitivity of these assumptions are commented on further in notes 9 and 16 of the Annual Report and Financial Statements for the year ended 30 June 2016. All other unquoted loan stock is measured at amortised cost. The values of a number of investments are also underpinned by independent third party professional valuations. 4. VCT approval risk The Company's current approval as a venture capital trust allows investors to take advantage of tax reliefs on initial investment and ongoing tax-free capital gains and dividend income. Failure to meet the qualifying requirements could result in investors losing the tax relief on initial investment and loss of tax relief on any tax-free income or capital gains received. In addition, failure to meet the qualifying requirements could result in a loss of listing of the shares. To reduce this risk, the Board has appointed the Manager, which has a team with significant experience in venture capital trust management, used to operating within the requirements of the venture capital trust legislation. In addition, to provide further formal reassurance, the Board has appointed Philip Hare & Associates LLP as its taxation adviser who report quarterly to the Board to independently confirm compliance with the venture capital trust legislation, to highlight areas of risk and to inform on changes in legislation. Each investment in a new portfolio company is also pre-cleared with H.M. Revenue & Customs. 5. VCT regulatory changes risk The Company is required to comply with regular changes to VCT specific regulations including the latest ones relating to European State Aid regulations which are enacted by the UK Government. Non-compliance could result in a loss of VCT status and/or demands for repayment of State Aid by a portfolio company or by VCT investors. The Board receives advice from Philip Hare & Associates LLP in respect of these requirements and conducts its affairs in order to comply with these requirements. The Manager engages regularly with policy makers on regulation. In addition, the Board places reliance upon the skills and expertise of the Manager in investing in this segment of the market. 6. Compliance risk The Company is listed on The London Stock Exchange and is required to comply with the rules of the UK Listing Authority, as well as with the Companies Act, Accounting Standards and other legislation. Failure to comply with these regulations could result in a delisting of the Company's shares, or other penalties under the Companies Act or from financial reporting oversight bodies. Board members and the Manager have experience of operating at senior levels within or advising quoted businesses. In addition, the Board and the Manager receive regular updates on new regulation from its auditor, lawyers and other professional bodies. The Company is subject to compliance checks via the Manager's Compliance Officer. The Manager reports monthly to its Board on any issues arising from compliance or regulation. These controls are also reviewed as part of the quarterly Manager Board meetings, and also as part of the review work undertaken by the Manager's Compliance Officer. The report on controls is evaluated by Internal Audit during its reports. 7. Internal control risk Failures in key controls, within the Board or within the Manager's business, could put assets of the Company at risk or result in reduced or inaccurate information being passed to the Board or to shareholders. The Audit and Risk Committee meets with the Manager's Internal Auditor, PKF Littlejohn LLP, when required, receiving a report regarding the last formal internal audit performed on the Manager, and providing the opportunity for the Audit and Risk Committee to ask specific and detailed questions. Karen Brade as the Chairman of the Audit and Risk Committee has access to the internal audit partner of PKF Littlejohn LLP to discuss the Internal Audit Report on the Manager. The Manager has a comprehensive business continuity plan in place in the event that operational continuity is threatened. Further details regarding the Board's management and review of the Company's internal controls through the implementation of the Risk Guidance report are detailed on page 31 of the Annual Report and Financial Statements for the year ended 30 June 2016. Measures are in place to mitigate information security risk in order to ensure the integrity, availability and confidentiality of information used within the business. 8. Reliance upon third parties risk The Group and the Company are reliant upon the services of Albion Ventures LLP and other third party service providers for the provision of investment management and administrative functions. There are provisions within the Management agreement for the change of Manager under certain circumstances (for further detail, see the Management agreement paragraph on pages 10 and 11 of the Annual Report and Financial Statements for the year ended 30 June 2016). In addition, the Manager has demonstrated to the Board that there is no undue reliance placed upon any one individual within Albion Ventures LLP. The Board monitors the performance of other third party service providers annually. 9. Financial risk By its nature, as a venture capital trust, the Company is exposed to investment risk (which comprises investment price risk and cash flow interest rate risk), credit risk and liquidity risk. The Company's policies for managing these risks and its financial instruments are outlined in full in note 16 of the Annual Report and Financial Statements for the year ended 30 June 2016. All of the Group's income and expenditure is denominated in sterling and hence the Group has no foreign currency risk. The Group is financed through equity and does not have any borrowings. The Group does not use derivative financial instruments for speculative purposes. 10. Reputational risk This arises from broader performance and ethical issues, including investment in businesses and sectors that are inconsistent with the values of Board and the VCT or, by the Boards of portfolio companies taking actions which similarly are inconsistent with the values of the VCT. The Board clearly articulates to the Investment Manager its broader aims and standards including those sectors which are consistent with the values of the Board. The Board regularly reviews the performance and investment strategy of the Investment Manager. The Investment Manager periodically attends Board meetings of the VCT's portfolio companies and across the portfolio receives periodic management information and is alert to potential threats to reputation. 13. Other information The information set out in the Half-yearly Financial Report does not constitute the Group's statutory accounts within the terms of section 434 of the Companies Act 2006 for the periods ended 31 December 2016 and 31 December 2015 and is unaudited. The financial information for the year ended 30 June 2016 does not constitute statutory accounts within the terms of section 434 of the Companies Act 2006 and is derived from the statutory accounts for the financial year, which have been delivered to the Registrar of Companies. The Auditor's report on those accounts was unqualified and did not contain statements under s498 (2) or (3) of the Companies Act 2006. 14. Publication This Half-yearly Financial Report is being sent to shareholders and copies will be made available to the public at the registered office of the Company, Companies House, the National Storage Mechanism and also electronically at www.albion-ventures.co.uk/funds/CRWN. Notes (i) The proforma shareholder returns presented above are based on the dividends paid to shareholders before the merger and the pro-rata net asset value per share and pro-rata dividends per share paid to 31 December 2016 since the merger. This pro-forma is based upon the proportion of shares received by Murray VCT PLC (now renamed CP1 VCT PLC) and Murray VCT 2 PLC (now renamed CP2 VCT PLC) shareholders at the time of the merger with Crown Place VCT PLC on 13 January 2006. (ii) Prior to 6 April 1999, venture capital trusts were able to add 20 per cent. to dividends and figures for the period up until 6 April 1999 are included at the gross equivalent rate actually paid to shareholders.
News Article | November 24, 2016
Three Manchester University graduates who founded travel search website Skyscanner are set for a windfall of up to £400m after the firm was bought by Chinese tourism group Ctrip.com for £1.4bn. Dozens of staff who own much smaller stakes in the Edinburgh-based firm are also in line to make thousands of pounds each if they decide to sell their shares. Skyscanner’s chief executive, Gareth Willams, 47, said the firm remained “very much a British company” and that none of its 500 UK-based staff would lose their jobs. But the sale will raise concerns about foreign takeovers, coming just a day after the chancellor, Philip Hammond, promised to stem the flow of British firms being sold to foreign investors before reaching their full potential. Williams came up with the idea for Skyscanner in 2001 while working as a computer programmer when he grew frustrated at comparing flight prices for a ski holiday. Fifteen years on, he and co-founders Barry Smith and Bonamy Grimes stand to pocket hundreds of millions of pounds in cash and stock by selling their shares to Ctrip. A Skyscanner spokesperson refused to confirm the exact value of the stakes that the co-founders had agreed to sell, but documents filed at Companies House show that they and family members own nearly 30% of the firm between them, suggesting a combined windfall of about £400m on paper. Sources familiar with the deal said the exact figure could vary because some of the payment would be in Ctrip shares that can rise or fall in value, while some is contingent on performance. Skyscanner, which provides price comparison data on hotels, flight and car hire for 60 million customers, has been rumoured to be considering a stock market float for several years. But executives from the firm have also been in touch with Ctrip for several years and the Chinese firm is understood to have suggested a takeover earlier this year. The deal was announced less than 24 hours after Hammond used his first autumn statement to lament the trend of British technology champions selling out to foreign predators. Hammond announced £400m of funding for startups to combat the “long-standing problem of our fastest growing technology firms being snapped up by bigger companies, rather than growing to scale”. Anxiety about takeovers from abroad has been fuelled by the £24bn takeover of semiconductor firm ARM Holdings earlier this year by Japan’s Softbank. Other controversial foreign takeovers in recent years include the £12bn sale of Cadbury’s to US snacks firm Kraft in 2010 and the sales of department store House of Fraser and toy emporium Hamley’s to Chinese investors. Williams said: “We’re very much still a UK company. Skyscanner was born in Edinburgh and we remain completely committed to our offices here. “We’re operationally independent; we’ve simply gained access to fantastic insights and technologies from a world leading online travel agency, which will make this proudly British company even stronger and even more successful.” Williams added that Ctrip’s size and technological prowess would help expand the company, which pulled in revenues of £120m and made a profit of £17.5m last year. Nick Thomas, partner at investment firm and Skyscanner shareholder Baillie Gifford, said: “We would have been happy to support Skyscanner’s further growth as an independent company, but we are reassured that it has been acquired by Ctrip, a business with a strong reputation, in which we already invest for our clients.” Skyscanner was valued at £1.2bn during a £30m fundraising effort earlier this year but the £1.4bn deal price paid by Ctrip values it at 80 times its annual profit. While Williams and his co-founders will sell their shares, the deal hinged on the blessing of the largest investor, venture capital firm Scottish Equity Partners. SEP will sell its one-third stake for more than £465m, having already sold a tranche of shares earlier this year to make room for new investors. The sale will crystallise a huge return on the £9m that the company invested in Skyscanner in 2007. Skyscanner’s current management team will continue to be in charge of its operations independently after the close of the deal which is expected to be completed by the end of 2016 Nasdaq-listed Ctrip, partly owned by the Chinese search company Baidu, provides online booking for airline and railway tickets as well as hotels and describes itself as China’s largest travel company. It generated more than 350bn yuan (£41bn) of online sales in 2015, according to the company website. The Chinese firm will pay for most of the deal in cash, with the rest in Ctrip shares and loan notes. Ctrip’s co-founder and executive chairman Liang Jianzhang said: “This acquisition will strengthen long-term growth drivers for both companies. Skyscanner will complement our positioning at a global scale.” The deal, already approved by boards of both firms, is still subject to customary closing conditions.
News Article | December 6, 2016
The owner of Britain’s energy network is gearing up to buy more power from suppliers to ensure the country’s lights stay on, with polluting diesel generators among the providers vying for contracts. The National Grid needs back-up electricity sources that kick in when, for instance, demand is high but the weather is not breezy enough to power wind farms. It secures this back-up power through the annual capacity market auction that begins on Tuesday and will see controversial “diesel farms” taking part. This auction process has created lucrative investment opportunities for people to invest in diesel farms, rows of noisy and polluting generators that operate for up to 15 years. In fact, financiers have set up companies specifically to access payments from the National Grid. And while the government is weighing up plans to limit the attractiveness of such investments, many diesel farms have been built and are already delivering returns. Still more could land multimillion-pound contracts this week. Industry sources said one farm can easily make £5m a year, while non-profit climate analysis firm InfluenceMap today claims the diesel farm industry could pick up £500m in a matter of years. In some cases, investors are also eligible for generous tax breaks. Gas has become an increasingly important part of the UK’s energy mix as coal, due to be phased out by 2025, has been scaled back. Diesel farms are not there to provide power on a routine basis, but to fire up at times of peak use or to help balance second-by-second changes in demand. While the farms offer a profitable investment, those who live nearby say their lives are blighted by noise pollution and fear of toxic emissions. In Ernesettle, Plymouth, locals told the Guardian they are fed up with generators being built in their quiet neighbourhood. One of the two diesel farms in Ernesettle is owned by Rockpool Investments, founded by City financier Nicola Horlick. Each of Rockpool’s nine diesel farms has more than 100 investors putting in a combined £34m, according to documents seen by the Guardian. But for Ernesettle residents, the reality is intolerable noise pollution and a growing fear of harmful nitrogen oxide emissions. “It’s like a bloody jet engine in my garden,” said Flo Vickery. Vickery was among hundreds employed at the Toshiba factory that once stood on the site the diesel farms now occupy. She has kept a diary of the noise they give off and says that in winter they often run for two hours an evening, several days a week. Neighbour Chris Kelland said: “When the wind blows I have to shut the window because it’s just a continuous drone. It’s a big air polluter too. Why don’t they put it in their own back yard?” Plutus PowerGen, which operates and part owns Rockpool’s plants, said it only uses Green D+ diesel, which boasts lower emissions. The company acknowledged there may be some noise pollution, but said its plants only run for up to 200 hours a year, meaning noise is “limited”. However, the plants typically run only in winter, meaning noise from the generators could affect residents for at least an hour each day for four months. One reason Rockpool is so keen on diesel farms is that any set up before November 2015 are eligible for a tax break through the Enterprise Investment Scheme (EIS). The scheme offers an income tax cut worth 30% of the investment, as well as reductions in Capital Gains Tax. Stock market filings show that Rockpool set up nine power plant firms in time to beat a policy change that prevents new power plants from accessing the EIS tax break. Even without tax relief, diesel plants can deliver high returns. Through the annual capacity market auction, companies can bid for 15-year contracts to provide power at short notice. The Grid said it did not know how many contracts have been awarded to plants that run on diesel. But the rewards on offer mean Rockpool is just one of several major diesel investors. One such firm is Peak Gen Power, which applied to build 15 plants in the upcoming 2016 auction after succeeding with 13 bids last year. It refused to say what fuel it will use but planning applications show that it has repeatedly sought permission for diesel-fuelled plants. Accounts registered at Companies House show the majority owner of Peak Gen Power is Dione Holdings, registered in the British Virgin Islands. The company declined to comment on the offshore structure. While Rockpool and Peak Gen Power declined to comment, Oliver Hughes of Oxford Capital Partners – a diesel farm investor – said: “From our perspective, there’s an ever-increasing reliance on intermittent generation from renewables. One solution is to run a large coal fired power plant. The alternatives [to diesel farms] are potentially a lot more ugly.” But energy experts dispute the suggestion that diesel is a necessary part of the transition to a low carbon future. “Cleaner and cheaper options that the government should be prioritising include demand response, where non-essential demand is turned off for a little while, battery storage and CHP (combined heat and power) generation,” said Richard Black, director of the Energy & Climate Intelligence Unit. “All of those are natural components of the low-carbon power system that Britain needs to build over the next 15 years, whereas diesel is not.” There are moves under way in government to change the policies that make diesel farms such an attractive investment. Energy regulator Ofgem has said that payments to small power plants appear too high. The Department of Business, Energy and Industrial Strategy recently proposed limiting these payments and has also considered slashing payouts to firms that are also in receipt of tax relief. Rockpool Investments has fought policy change hard, according to a document obtained by InfluenceMap and shared with the Guardian. The document warns that retrospectively limiting the financial benefits available to the companies Rockpool owns would have a “devastating effect” on them. But rival UK Power Reserve thinks the double whammy of subsidies and tax relief could be illegal under EU state aid rules. “We believe any tax relief funded projects should be completely excluded from the capacity market and we won’t rest until that happens,” said chief executive Tim Emrich. He said: “UK Power Reserve is considering its legal options in relation to state-aid non-compliance,” adding that BEIS’s proposed reforms “do not go far enough”. Diesel farms face a second threat, with the Department for Environment, Food and Rural Affairs (Defra) consulting on measures to limit diesel emissions. This would make it harder for them to comply with environmental regulations, forcing them to spend money on pollution abatement technology or switch to a more expensive but cleaner fuel. Defra acknowledged in its consultation that “potential distortions in the wider policy landscape” have given diesel an “unfair advantage”. Impending policy change is beginning to have an effect, with several diesel companies understood to have pulled out of the running for the capacity market auction. But changes to the way the Grid pays small power plants are not expected to apply to those that secured consent in previous auctions. That means communities like Ernesettle have little to gain and local councillor Mark Lowry has been left scratching his head. “It’s so easy to make money from this, it’s ridiculous,” he said. “Find some land, put a few diesel generators on it, get a massive tax subsidy. It’s so illogical.”
News Article | February 15, 2017
Hair transplantation has been a treatment since the 19th century. In 1897 the first type of hair transplantation was done in Istanbul, Turkey. A piece of unaffected area was taken, with tissue and original blood supply, and then placed on the affected/bald area. It was the first type of transplantation that could be done and it showed its effects very well; however, the technique needed improvement. The modern techniques started developing in the 30s in Japan. The technique that the Japanese used was not to treat baldness but to solve the damaged areas in eyelashes and eyebrows. With this technique the surgeon would take a small transplant and also follicular transplant, to thus restore the damaged brows and/or lashes. Though the Japanese started with the follicular transplant, it was in the 50s that an American dermatologists started experimenting with donor transplant to solve the baldness issue of his patients. Since the 1950s the techniques started to get more form, evolution and success. Dermatologists and surgeons keep searching for the best solution in hair transplantation. Hair loss problems don’t only occur with Caucasian and Asian, also African and Mid American (Cuban, Brazilian, etc) people are the victim of hair loss and its related problems; however, it is not easy to provide them a hair transplantation. African hair types which is findable in Africa, parts of Australia, parts of Asia and areas where descendants of Africa live, have a different structure than that of Caucasian and most Asian patients. Where Caucasian and Asian hair is mostly round or oval, African hair is completely flat when held under the microscope. The more you go down on the hair strand there is a visible curl or twist. African hair (black hair) is very vulnerable and breaks easily as there are less cuticle layers. One other difference with black hair is the follicle. The follicle tends to have that same twist/curl as the rest of the hair. This means that the follicle takes more space in the skin then that of other types of hair. Because of this type of follicle a hair transplantation has been very difficult to impossible for patients with black hair. FlyHealth is proud to announce that they are able to successfully provide a hair-transplantation for their patients who have black hair. After a thorough research, the surgeons from FlyHealth came up with a solution for black hair transplantation. As the follicle is the main issue for the hair transplantation of black hair. The surgeons had to find a treatment which is suitable for the twisted follicle. The technique used for black hair transplantation is that of Follicular Unit Extraction, or the abbreviation of it FUE. It is a precise and very complex technique. The donor area hair gets pulled out with a small, circular instrument, to prevent the follicle of breaking or damaging the hair and follicle in any other way. Each follicle gets extracted from the donor area. When the donor area is treated, tiny holes are drilled in the bald area and the individual follicle units gets transplanted to the bald are. With the FUE technique there will also be no scar development, the recovery time is quick and it has a natural and satisfying result. The surgeons of FlyHealth have booked success with this technique and created natural looking black hair which left the patients with full satisfaction. Hair-transplantations for black hair patients is no longer a wish but a reality. FlyHealth is one of the leading medical tourist agencies in Turkey, providing affordable medical tourism solutions to modern-day international patients. The higher cost of health care in many western countries has become a burden for patients. Registered with the Companies House in the Netherlands (Registration No:62557750), FlyHealth is a leading medical travel company offering top quality service for international patients travelling to Turkey. Please visit http://www.flyhealth.co.uk or http://www.flyhealth.nl for more information about FlyHealth.